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                                                                   EXHIBIT 10.12

                               ESCROW AGREEMENT

        THIS ESCROW AGREEMENT, made and entered into as of this 15th day of
March, 2001, by and between RETRACTABLE TECHNOLOGIES, INC. (the "Company") and
TEXAS BANK (the "Escrow Agent").

        WHEREAS, the Company is offering investors up to 2,000,000 shares of
Common Stock in a public offering upon the terms and conditions set forth in a
Prospectus, copies of which have been delivered to the Escrow Agent.

        WHEREAS, The Company desires to make appropriate arrangements with the
Escrow Agent for placing in escrow certain monies paid by Subscribers for the
purchase of such Common Stock and for the delivery of such monies to the
respective investor or the Company, as the case may be.

        NOW, THEREFORE, in consideration of the mutual covenants and obligations
herein contained, the parties hereto, intending to be legally bound, and to set
forth in this Agreement their respective rights, duties and obligations in
connection with the holding and delivery of the Escrow Funds, hereby agree as
follows:

                                   ARTICLE I
                                  DEFINITIONS

        The following terms, wherever used in this Escrow Agreement, shall have
the following meanings:

        1.01  "Escrow Agent" shall mean TEXAS BANK.

        1.02  "Escrow Account" shall mean the account established by the Company
              with Escrow Agent for the purpose of receiving and holding Escrow
              Funds.

        1.02  "Escrow Agreement" shall mean this Escrow Agreement and as
              appropriate, all amendments and supplements thereof, if any.

        1.03  "Escrow Funds" shall mean monies paid by Subscribers for the
              purchase of the Common Stock delivered to the Escrow Agent
              pursuant to the Escrow Agreement.

        1.04  "Offering" shall mean the Offering of the Common Stock pursuant to
              the terms of the Prospectus.




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        1.05  "Company" shall mean RETRACTABLE TECHNOLOGIES, INC., a Texas
              corporation.

        1.06  "Prospectus" shall mean the Form SB-2 Registration Statement of
              the Company dated December 22, 2001 and as such may be
              subsequently amended.

        1.07  "Subscriber" shall mean each person committing to purchase Common
              Stock by executing a Subscription Agreement and delivering to the
              Escrow Agent such document and the funds necessary for payment in
              full for said Common Stock; and, "Subscribers" shall mean all such
              Subscribers collectively.

        1.08  "Termination Date" shall mean the earliest to occur of the
              following:

              (a)  The sale of 2,000,000 shares of Common Stock, or

              (b)  November 1, 2001, unless extended by the Company in
                   writing for an additional ninety (90) days to
                   January 30, 2002.

        1.09  "Common Stock" shall mean 2,000,000 shares of the Company's Common
              Stock at $15 per share each and offered pursuant to the
              Prospectus.


                                  ARTICLE II
                           ACCEPTANCE OF APPOINTMENT
                    DELIVERY OF ESCROW FUNDS, COMPENSATION

        2.01  Acceptance of Appointment. Escrow Agent hereby agrees to act as
              Escrow Agent under this Escrow Agreement.

        2.02  Delivery of Escrow Funds. All funds committed by Subscribers for
              the subscription of Common Stock will be promptly deposited with
              the Escrow Agent and will be held by the Escrow Agent in escrow,
              as provided in this Escrow Agreement for the benefit of the
              Company and the Subscribers, pending delivery of Escrow Funds to
              the Company or return thereof to the Subscribers pursuant to the
              terms thereof. The Escrow Agent may reject any check which is not
              properly endorsed or accompanied by a Subscription Agreement. The
              Escrow Agent shall immediately deposit such check for collection
              and shall not be accountable for the proceeds of such check until
              the proceeds are received by the Escrow Agent in final, collected
              funds. The Company shall simultaneously with the delivery of such
              funds, deliver to Escrow Agent executed counterparts of the
              Subscription Agreement related to the particular Escrow Funds so
              delivered.

        2.03  Investment of Escrow Funds; Compensation. The Escrow Agent shall,
              during the term of the escrow provided for hereby, deposit the
              Escrow Funds in such accounts permitted by the appropriate
              Government Agency, if any, and the NASD, such as money market
              accounts issued by banks or short-term government obligations. The
              Escrow Account shall bear interest at the prevailing rate and the
              funds may be deposited or withdrawn upon immediate notice and
              without penalty and with no time maturity. No interest will accrue
              on such Escrow Funds until five (5) days after deposit in the
              Escrow Account.



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                                  ARTICLE III
                              CONDITION OF ESCROW


        3.01  Duration of Escrow and Delivery of Escrow Funds. The Escrow Agent
              shall hold all of the Escrow Funds until the occurrence of one of
              the following events, and upon such occurrence shall deliver the
              Escrow Funds as follows:

              (a)  If the Escrow Agent shall have received written notice from
                   the Company that less than 30,000 shares of Common Stock have
                   been sold as of the Termination Date, or any extension
                   thereof, all Escrow Funds shall promptly be released from
                   escrow and returned to the respective Subscribers at the
                   addresses specified on the signature page of their
                   Subscription Agreement.

              (b)  If the Escrow Agent shall have received written notice from
                   the Company prior to the Termination Date, or any extension
                   thereof, that at least 30,000 shares of Common Stock have
                   been sold, the Escrow Agent shall release from escrow and
                   deliver to the Company the Escrow Funds.

              (c)  If the Escrow Agent shall have received written notice from
                   the Company prior to the termination date, or any extension
                   thereof, that more than 30,000 shares of Common Stock have
                   been sold, the Escrow Agent shall release from escrow and
                   deliver to the Company, all of said Escrow Funds. All funds
                   will be returned to those Subscribers not selected by the
                   Company to participate in the Common Stock Offering.

        3.02  Rights, Privileges, Immunities and Liabilities of Escrow Agent.
              The following shall govern the rights, privileges, immunities and
              liabilities of the Escrow Agent:

              (a)  The Escrow Agent is not a party to, and is not bound by any
                   agreements with the Company or the Subscribers relating to
                   this offering, other than this Agreement.

              (b)  The Escrow Agent shall not be liable for any action taken or
                   omitted by it, or any action permitted by it to be taken or
                   omitted, in good faith and in the exercise of its own best
                   judgment, and may rely conclusively and shall be protected in
                   acting upon any order, notice, demand, certificate, opinion
                   or advice of counsel (including counsel chosen by the Escrow
                   Agent), statement, instrument, report or other paper or
                   document (not only as to its due execution and the validity
                   and effectiveness of its provisions, but also as to the truth
                   and acceptability of any information therein contained) which
                   is believed by the Escrow Agent to be genuine and to be
                   signed or presented by the proper person or persons. The
                   Escrow Agent shall not be bound by any notice or demand, or
                   any waiver, modification, termination or rescission of this
                   Agreement unless evidenced by a writing delivered to the
                   Escrow Agent signed by the proper party or parties and, if
                   the duties or rights of the Escrow Agent are affected, unless
                   it shall have given its prior written consent thereto. The
                   Escrow Agent shall not be responsible for the sufficiency or
                   accuracy, the form of, or the execution, validity, value or
                   genuineness of, any document or property received, held or
                   delivered by it hereunder, or of any signature of endorsement
                   thereon, or for any lack of endorsement thereon, or for any
                   description therein, nor shall the Escrow Agent be
                   responsible or liable in any respect on account of the
                   identity, authority or rights of the persons executing or
                   delivering or purporting to execute or deliver any document
                   or property paid or delivered by the Escrow Agent pursuant to
                   the provisions hereof.

              (c)  The obligations of the Escrow Agent to the Subscribers under
                   this Agreement shall not be terminated by the death or
                   incapacity of a Subscriber or the occurrence of any other
                   event, or in the case the Subscriber is acting on
                   behalf of a trust, by the death of any trustee or the
                   termination of the trust. If a Subscriber should die or
                   become incapacitated or, in the case of a trust, if the trust
                   should terminate, or if any other such event occurs before
                   the termination of this Agreement, the Escrow Agent is
                   authorized and directed to deal with the Escrow Funds in
                   accordance with the provisions of this Agreement, as if such
                   death, incapacity, termination or other event had not
                   occurred, regardless of whether the Escrow Agent receives
                   notice thereof.

              (d)  The Escrow Agent shall be indemnified and held harmless by
                   the Company from and against any expenses, including counsel
                   fees and disbursements, or loss suffered by the Escrow Agent
                   in connection with any action, suit or other proceeding
                   involving any claim, or in connection with any claim or
                   demand, which in any way directly or indirectly, arises out
                   of or relates to this Agreement, the services of the Escrow
                   Agent hereunder, the monies or other property held by it
                   hereunder or any such expense or loss. Promptly after the
                   receipt by the Escrow Agent of notice of any demand or claim
                   or the commencement of any action, suit or proceeding, the
                   Escrow Agent shall, if a clam in respect thereof shall be
                   made against the Company, notify the Company thereof in
                   writing; but the failure by the Escrow Agent to give such
                   notice shall not relieve the Company from any liability which
                   the Company may have to the Escrow Agent hereunder. The
                   Escrow Agent, however, shall not be indemnified for its own
                   willful misconduct or gross negligence.

              (e)  Notwithstanding any obligation to make payments and
                   deliveries hereunder, the Escrow Agent may retain and hold
                   for such time as it deems necessary such amount of monies or
                   property as it shall from time to time in its sole discretion
                   deem sufficient to indemnify itself for any loss or expense
                   or for any amounts due it. For the purposes hereof, the term
                   "expense or loss" shall include all amounts paid or payable
                   to satisfy any claim, demand or liability, or in settlement
                   of any claim, demand, action, suit or proceeding settled with
                   the express written consent of the Escrow Agent, and all
                   costs and expenses, including but not limited to, counsel
                   fees and disbursements paid or incurred in investigating or
                   defending any such claim, demand, action, suit or proceeding.




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              (f)  In the event of any disagreement between the Company or the
                   Subscribers resulting in adverse claims or demands being made
                   in connection with the Escrow Funds, or in the event that the
                   Escrow Agent, in good faith, is in doubt as to what action it
                   should take hereunder, the Escrow Agent may, at its
                   discretion, refuse to comply with any claims or demands on
                   it, or refuse to take any other action hereunder, so long as
                   such disagreement continues or such doubt exists, and in such
                   event, the Escrow Agent shall not be or become liable in any
                   way or to any person for its failure or refusal to act. The
                   Escrow Agent shall be entitled to continue to refrain from
                   acting until (i) the rights of all interested parties shall
                   have been fully and finally adjudicated by a court of
                   competent jurisdiction, or (ii) all differences shall have
                   been adjusted and all doubt resolved by agreement among all
                   of the interested parties, and the Escrow Agent shall have
                   been notified thereof in writing, signed by all such parties.
                   The rights of the Escrow Agent under this paragraph are
                   cumulative of all other rights which it may have by law or
                   otherwise.

              (g)  After the Escrow Agent has delivered all of the Escrow Funds
                   pursuant to the terms of this Escrow Agreement, it shall be
                   discharged from any further obligations hereunder, and
                   released from all liability under this Escrow Agreement.


              (h)  The Escrow Agent may resign at any time and be discharged
                   from its duties as escrow agent hereunder by its giving the
                   Company at least thirty (30) days prior written notice
                   thereof. As soon as practicable after its resignation, the
                   Escrow Agent shall turn over to a successor escrow agent
                   appointed by the Company all monies and property held
                   hereunder (less such amount as the Escrow Agent is entitled
                   to retain pursuant to other provisions in this Escrow
                   Agreement) upon presentation of the document appointing the
                   new escrow agent and its acceptance thereof. If no new agent
                   is so appointed within the thirty (30) day period following
                   the giving of such notice of resignation, the Escrow Agent
                   may deposit the Escrow Funds with any court it deems
                   appropriate. The Escrow Agent shall resign and be discharged
                   from its duties as escrow agent hereunder if so requested in
                   writing at any time by the Company, provided, however, that
                   such resignation shall become effective only upon acceptance
                   of appointment by a successor escrow agent as provided in
                   this subsection.

              (i)  From time to time on and after the date hereof, the Company
                   shall deliver or cause to be delivered to the Escrow Agent
                   such further documents and instruments and shall do or cause
                   to be done such further acts as the Escrow Agent shall
                   reasonably request (it being understood that the Escrow Agent
                   shall have no obligation to make such request) to carry out
                   more effectively the provisions and purposes of this
                   Agreement, to evidence compliance herewith or to assure
                   itself that it is protected hereunder.



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                                  ARTICLE IV
                           MISCELLANEOUS PROVISIONS

        4.01  Notices. Any and all notices permitted or required to be given
              under the terms hereof shall be in writing and may be served by
              certified mail, return receipt requested, postage prepaid, and
              addressed to the party to be notified at the appropriate address
              specified below, or by delivering the same in person to such
              party, or by prepaid telegram, cablegram, or radiogram, addressed
              to the party to be notified at said address. Any notice given in
              any authorized manner shall be effective only if and when
              received. The mailing addresses of the parties are as follows:

              The Company         Retractable Technologies, Inc.
                                  511 Lobo Lane, P.O. Box 9
                                  Little Elm, TX 75068-0009
                                  Attention: Thomas J. Shaw

              The Escrow Agent    Texas Bank
                                  102 North Main
                                  Weatherford, TX 76086
                                  Attention: Lea Ann Wadell

              The Subscribers     Address specified in their
                                  Subscription Agreements

        4.02  Successors. This Escrow Agreement shall be binding upon and inure
              to the benefit of the Company and the Escrow Agent, and their
              respective successors and assigns and each Subscriber, his heirs,
              successors, assigns, and legal representatives (upon execution and
              delivery to the Escrow Agent of a Subscription Agreement).

        4.03  Article and Paragraph Headings. The article and paragraph headings
              contained in this Escrow Agreement are for reference purposes only
              and shall not affect in any way the mean of interpretation of this
              Escrow Agreement.





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        4.04  Choice of Law. This Escrow Agreement shall be construed and
              enforced in accordance with the laws of the State of Texas, and
              venue in any action arising hereunder shall be in a court of
              competent jurisdiction in Denton County, Texas.

        4.05  Holidays. Wherever under the terms and provisions of this Escrow
              Agreement the time for performance of a condition falls upon a
              Saturday, Sunday or holiday, such time for performance shall be
              extended to the next business day.

        4.06  Pronouns. The necessary grammatical changes required to make the
              provisions of this Escrow Agreement apply in singular or the
              plural sense, the masculine or the feminine gender and to either
              corporations, associations, partnerships, fiduciaries or
              individuals, shall in all instances be assigned as though each
              were fully expressed.

        4.07  Counterparts. This Agreement may be executed in two or more
              counterparts, each of which shall be deemed an original but all of
              which together shall constitute one and the same instrument.

        4.08  Effective Date. The effective date of this Escrow Agreement as
              between the Company and the Escrow Agent shall be the 15th day of
              March 2001, and shall be effective as to each Subscriber upon
              the execution and delivery of the signature page of his
              Subscription Agreement.

        4.09  This Escrow Agreement contains the entire agreement of the parties
              hereto with respect to the subject matter hereof and, except as
              expressly provided herein, may not be changed or modified except
              by an instrument in writing signed by the party to be charged.

        EXECUTED this 15th day of March 2001.

The "Company"                                   The "Escrow Agent"

Retractable Technologies, Inc.                  Texas Bank


By: /s/ Thomas J. Shaw                         By:  /s/ Lee Ann Weddel
    ----------------------------                    --------------------------
     Thomas J. Shaw,                                 Lee Ann Weddel
     President and CEO                               Executive Vice President